Whilst the Board believes that it has an optimal blend of backgrounds, experience, knowledge in business and general management, and expertise relevant to help CLCT deliver on its strategic priorities, it believes in planning for orderly succession as well as contingencies and is continually looking out for opportunities to fill future gaps in competencies and to renew the Board in a progressive manner. Board Changes As part of the Board renewal process: (a) Ms Quah Ley Hoon succeeded Mr Lim Cho Pin Andrew Geoffrey as a non-executive non-independent Director and chairman of the EC with effect from 16 June 2023; (b) Mr Tan Tee How was appointed as a non-executive ID with effect from 1 August 2023 and joined the NRC as a member with effect from 1 January 2024; (c) Ms Wan Mei Kit was appointed as a non-executive ID with effect from 1 October 2023 and joined the ARC as a member with effect from 1 January 2024; and (d) Ms Kuan Li Li retired as a nonexecutive ID on 31 December 2023 after completing six consecutive years of service, concurrently relinquishing her role as a member of the ARC. These appointments enable the Board to achieve or, as the case may be, make significant progress towards achieving the diversity targets as set out at “Board Composition and Guidance” under Principle 2 in this Report. Review of Directors’ Ability to Commit Time In view of the responsibilities of a Director, Directors need to be able to devote sufficient time and attention to adequately perform their duties and responsibilities. The NRC conducts a review of the other appointments and commitments of each Director on an annual basis and as and when there is a change of circumstances involving a Director which may affect his or her ability to commit time to the Manager. In this regard, Directors are required to report to the Board any changes in their other appointments or commitments. In reviewing whether a Director has adequately discharged his or her duties to the Manager and a Director’s ability to commit time to the affairs of the Manager, the NRC and the Board will consider if the Director’s total number of listed issuer board appointments is within the guidelines of major proxy advisor firms. In respect of the Directors’ other appointments and commitments, the Board takes the view that the number of listed company directorships that an individual may hold should be considered on a case-by-case basis, as a person’s available time and attention may be affected by many different factors, such as his or her individual capacity, whether he or she is in full-time employment, the nature of his or her other responsibilities and his or her near-term plan regarding some of the other appointments. A Director with multiple directorships is expected to ensure that he or she can devote sufficient time and attention to the affairs of the Manager. IDs are also required to consult the Chairman before accepting any invitation for appointment as a director of another entity or offer of a full-time executive appointment. Such a consultation will enable any concerns relating to the Director’s ability to commit time to the affairs of the Manager, as well as any potential conflicts of interest, to be shared and addressed. The Chairman will make the requisite assessment and consult with the NRC as necessary. There is also no alternate director to any of the Directors. In keeping with the principle that a Director must be able to commit time to the affairs of the Manager, the Board has adopted the principle that it will generally not approve the appointment of alternate directors to the Directors. Each of the Directors is required to make his or her own self-assessment and confirm that he or she is able to devote sufficient time and attention to the affairs of the Manager. For FY 2023, all non-executive Directors had undergone the self-assessment and provided the confirmation. On an annual basis and, where appropriate when there is a change of circumstances involving a Director, the NRC assesses each Director’s ability to commit time to the affairs of the Manager. In the assessment, the NRC takes into consideration each Director’s confirmation, his or her commitments, attendance record at meetings of the Board and Board Committees, as well as conduct (including preparedness, participation and level of engagement) and the value and quality of their contributions at Board and Board Committee meetings. The Directors’ listed company directorships and principal commitments are disclosed on pages 35 to 39 of this Annual Report and their attendance records for FY 2023 are set out on page 144 of this Annual Report. In particular, the CEO does not serve on any listed company board outside of the CLCT Group. For FY 2023, the Directors achieved high meeting attendance rates and each Director has participated and been engaged in, and has contributed to discussions and deliberations at Board and Board Committee meetings. Based on the above, the NRC (with each NRC member recusing himself or herself from approving the determination in respect of himself or herself) has determined that each Director is able to commit time to the affairs of the Manager and CLCT, and is able to and has been adequately carrying out his or her duties as a Director. The NRC and the Board have noted that no Director has a significant number of listed directorships and principal commitments. ANNUAL REPORT 2023 125 Financials Framework Portfolio Performance Leadership Overview
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